Sec Form 4 Filing - Forbes Karrie @ MATTRESS FIRM HOLDING CORP. - 2016-09-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Forbes Karrie
2. Issuer Name and Ticker or Trading Symbol
MATTRESS FIRM HOLDING CORP. [ MFRM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Business Officer
(Last) (First) (Middle)
C/O MATTRESS FIRM HOLDING CORP., 5815 GULF FREEWAY
3. Date of Earliest Transaction (MM/DD/YY)
09/14/2016
(Street)
HOUSTON, TX77023
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 09/14/2016 U 20,612 ( 1 ) D $ 64 0 D
Common Stock, par value $0.01 per share 09/14/2016 U 9,932 ( 2 ) D $ 64 0 I By husband
Common Stock, par value $0.01 per share 09/16/2016 J( 3 ) 23,438 ( 3 ) D $ 64 0 D
Common Stock, par value $0.01 per share 09/16/2016 J( 4 ) 14,388 ( 4 ) D $ 64 0 D
Common Stock, par value $0.01 per share 09/16/2016 J( 5 ) 2,773 ( 5 ) D $ 64 0 I By husband
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Dis posed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Option to Purchase Common Stock ( 6 ) 09/16/2016 J( 6 ) 32,713 ( 6 ) ( 6 ) Common Stock, par value $0.01 per share 32,713 ( 6 ) 0 D
Employee Option to Purchase Common Stock ( 7 ) 09/16/2016 J( 7 ) 9,938 ( 7 ) ( 7 ) Common Stock, par value $0.01 per share 9,938 ( 7 ) 0 I By husband
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Forbes Karrie
C/O MATTRESS FIRM HOLDING CORP.
5815 GULF FREEWAY
HOUSTON, TX77023
Chief Business Officer
Signatures
Karrie Forbes 09/20/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of common stock of the issuer, which were either (i) tendered to Stripes Acquisition Corp. and accepted for payment on September 14, 2016 pursuant to the cash tender of Steinhoff International Holdings N.V., Stripes US Holding, Inc. and Stripes Acquisition Corp. offer to acquire all of the outstanding and issued shares of the issuer's common stock for $64 per share or (ii) were converted into the reporting person's right to receive $64 per share at the effective time of the merger between issuer and Stripes Acquisition Corp. on September 16, 2016 pursuant to the Agreement and Plan of Merger among the issuer, Steinhoff International Holdings NV, Stripes US Holding, Inc. and Stripes Acquisition Corp. (the "Merger Agreement"), or a combination of the foregoing.
( 2 )Represents shares of common stock of the issuer, which were either (i) tendered by the reporting person's spouse to Stripes Acquisition Corp. and accepted for payment on September 14, 2016 pursuant to the cash tender of Steinhoff International Holdings N.V., Stripes US Holding, Inc. and Stripes Acquisition Corp. offer to acquire all of the outstanding and issued shares of the issuer's common stock for $64 per share or (ii) were converted into the reporting person's spouse's right to receive $64 per share at the effective time of the merger between issuer and Stripes Acquisition Corp. on September 16, 2016 pursuant to the Merger Agreement, or a combination of the foregoing. The reporting person disclaims beneficial ownership in the foregoing securities except to the extent of her pecuniary interest therein.
( 3 )Represents shares of common stock contributed by the reporting person to Stripes US Holding, Inc., a wholly-owned, direct subsidiary of Steinhoff International Holdings N.V., in exchange for shares of Series A Preferred Stock of Stripes US Holding, Inc. pursuant to that certain Rollover Letter, dated September 16, 2016, between Stripes US Holding, Inc. and the reporting person. The price used to calculate the value of the issuer's stock for purposes of the exchange was $64 per share, the same price as the merger consideration under the Merger Agreement.
( 4 )Represents shares of restricted stock, subject to varying time- and performance-based vesting conditions, that were granted to the reporting person pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. Pursuant to the Merger Agreement, these shares were converted into the reporting person's right to receive $64 per share at the effective time of the merger between the issuer and Stripes Acquisition Corp.
( 5 )Represents shares of restricted stock, subject to varying time- and performance-based vesting conditions, that were granted to the reporting person's spouse pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. Pursuant to the Merger Agreement, these shares were converted into the reporting person's spouse's right to receive $64 per share at the effective time of the merger between the issuer and Stripes Acquisition Corp. The reporting person disclaims beneficial ownership in the foregoing securities except to the extent of her pecuniary interest therein.
( 6 )Represents employee stock options, with varying exercise prices, vesting schedules and forfeiture conditions, to purchase shares of the issuer's common stock, which were granted to the reporting person pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. Pursuant to the Merger Agreement, each stock option, whether vested or unvested, was converted into the reporting person's right to receive an amount of cash equal to the product of the excess, if any, of (x) the merger consideration of $64 per share over (y) the exercise price of such option at the effective time of the merger between the issuer and Stripes Acquisition Corp.
( 7 )Represents employee stock options, with varying exercise prices, vesting schedules and forfeiture conditions, to purchase shares of the issuer's common stock, which were granted to the reporting person's spouse pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. Pursuant to the Merger Agreement, each stock option, whether vested or unvested, was converted into the reporting person's spouse's right to receive an amount of cash equal to the product of the excess, if any, of (x) the merger consideration of $64 per share over (y) the exercise price of such option at the effective time of the merger between the issuer and Stripes Acquisition Corp. The reporting person disclaims beneficial ownership in the foregoing securities except to the extent of her pecuniary interest therein.

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